Audit Committee resolution

Status: Under Review

Resolution

1. The Advisory Committee Policy is amended by striking Article III, Paragraph 2(e).

2. The Fiscal Control Policy is amended by inserting the following after Article VII:

ARTICLE VIII - AUDIT

1. Audit Committee. The Audit Committee shall be a standing committee of including at least three Directors, which shall conduct an annual review of the financial records of Wikimedia DC in accordance with Article VIII, Paragraph 2 of the Bylaws, and which shall carry out such other tasks as may be assigned to it by the Board of Directors.

2. Insubstantial Part Analysis. The Audit Committee shall conduct an annual analysis to verify that no substantial part of Wikimedia DC's activities is dedicated to advocating for or against legislation, in accordance with Section 501(h) of the Internal Revenue Code. The Audit Committee shall report the results of this analysis as part of its report regarding the annual review of Wikimedia DC's financial records, or in such other place as the committee may determine in its discretion.

3. Investigations. Reports of illegal activity, improper accounting practices, and violations of the chapter's non-discrimination policy involving the President shall be acknowledged and investigated by the Audit Committee. The Audit Committee is authorized to retain legal counsel to address a complaint if it involves the President or the Vice President.

Notes

The following text is not part of the proposed resolution:

The Advisory Committee Policy assigns the Public Policy Committee to verify that Wikimedia DC is satisfying its 501(c)(3) and 501(h) obligation to spend under certain limits on advocacy and lobbying. The task is more naturally addressed by the Audit Committee. The proposal above is to reassign the task to the Audit Committee and ask that it be done annually.

Peter's suggestions/plans:

• Include an introduction that says the agenda being met -- to specify tasks of audit and to reassign a responsibility from public policy cmte to audit cmte
• Allow non-directors to serve on Audit if board designates them
• Explicitly list Audit committee's responsibility re whistleblowing
• Explicitly list Audit committee's responsibility re records retention (which is in a resolution somewhere)